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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
(AMENDMENT NO. ___)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 1, 2000
IBS INTERACTIVE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-24073 13-3817344
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
2 RIDGEDALE AVENUE, SUITE 350, CEDAR KNOLLS, NEW JERSEY 07927
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (973) 285-2600
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As announced in its press release of February 11, 2000, on
February 10, IBS Interactive, Inc. ("IBS") entered into an Agreement and Plan of
Merger (the "Agreement") with Sean D. Mann, Roy E. Crippen III, Michael E.
Mandt, Ali A. Husain, Robert E. Siegmann, digital fusion inc., a Florida
corporation ("digital fusion"), and Digital Fusion Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of IBS ("DFAC"). As announced in its
press release of March 2, 2000 pursuant to the terms of the Agreement, digital
fusion merged with DFAC and became the surviving entity. In exchange for all of
the issued and outstanding shares of digital fusion, IBS issued 925,000 shares
of its Common Stock, par value $.01 per share (the "Common Stock"), and reserved
an additional 50,000 shares of Common Stock for potential later issuance.
digital fusion provides e-business services and is based in Tampa, Florida. IBS
intends to continue the existing operations of digital fusion without any
material changes.
The foregoing summary of the Agreement is qualified in its
entirety by reference to the Agreement, a copy of which is attached hereto as an
exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable to file the financial statements required
by Item 7(a) with the initial filing of this Report on Form
8-K. Such financial statements will be filed by amendment to
this Report as soon as practicable and within 60 days after
the required filing date for this Report.
(B) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to file the pro forma financial
information required by Item 7(b) with the initial filing of
this Report on Form 8-K. Such pro forma financial information
will be filed by amendment to this Report as soon as
practicable and within 60 days after the required filing date
for this Report.
(C) EXHIBITS.
The following exhibits are included as part of this Report:
2.1 Agreement and Plan of Merger dated as of February 10,
2000, among Sean D. Mann, Roy E. Crippen III, Michael
E. Mandt, Ali A. Husain, Robert E. Siegmann, digital
fusion inc., and Digital Fusion Acquisition Corp.
99.1 Press release of IBS Interactive, Inc. dated February 11,
2000.
99.2 Press release of IBS Interactive, Inc. dated March 2,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
IBS INTERACTIVE, INC.
Date: March 24, 2000 By: /s/ Nicholas R. Loglisci, Jr.
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Name: Nicholas R. Loglisci, Jr.
Title: President and Chief Executive Officer
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EXHIBIT INDEX
The following exhibits are included as part of this Report:
2.1 Agreement and Plan of Merger dated as of February 10,
2000, among Sean D. Mann, Roy E. Crippen III, Michael
E. Mandt, Ali A. Husain, Robert E. Siegmann, digital
fusion inc., and Digital Fusion Acquisition Corp.
99.1 Press release of IBS Interactive, Inc. dated February 11,
2000.
99.2 Press release of IBS Interactive, Inc. dated March 2,
2000.